<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------------
WYNN'S INTERNATIONAL, INC.
(Name of Subject Company)
WI HOLDING INC.
PARKER-HANNIFIN CORPORATION
(Name of Filing Persons, Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
983195108
(CUSIP Number of Class of Securities)
-----------------------
Thomas A. Piraino, Jr., Esq.
Vice President, General Counsel and Secretary
Parker-Hannifin Corporation
6035 Parkland Boulevard
Cleveland, Ohio 44124-4141
(216) 896-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Offerors)
-----------------------
Copy to:
Patrick J. Leddy, Esq.
Jones, Day, Reavis & Pogue
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
-----------------------
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
N/A N/A
Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
[ ] Amount Previously Paid: __________________ Filing Party: ____________
Form or Registration No.: _________________ Date Filed: ______________
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
<PAGE> 2
For Release: Immediately
Parker Contacts: Wynn's Contacts:
Analysts:
Tim Pistell Seymour A. Schlosser
Treasurer Vice President - Finance and CFO
216) 896-2130 714/938-3707
News Media:
Lorrie Paul Crum James Carroll
Vice President, Corporate Communications Chairman and CEO
216/896-2750 714/938-3700
615/444-0191
PARKER TO ACQUIRE WYNN'S INTERNATIONAL IN $497 MILLION
TRANSACTION
MOTION-CONTROL SYSTEM STRENGTH BACKED BY BROADER OFFERING OF SEALING
TECHNOLOGIES
CLEVELAND, OHIO and Orange, CA, USA: June 13, 2000 - Parker Hannifin Corporation
(NYSE:PH) and Wynn's International, Inc. (NYSE: WN) today entered into an
agreement for Parker to acquire Wynn's International in a cash tender offer with
an enterprise value of approximately $497 million.
The agreement calls for shareholders of Wynn's to receive $23 cash for each
share of Wynn's common stock owned. The offer constitutes a 70-percent premium
over Wynn's recent 20-day trading average. Parker will assume approximately $59
million of Wynn's debt in the transaction, which is expected to close in late
July, 2000.
Wynn's is a leading manufacturer of precision-engineered sealing media for the
automotive market; heavy-duty trucks; industry and aerospace. Parker serves all
of these markets, with particular strength in sealing technologies for
commercial and industrial applications, such as telecommunications and
petrochemicals.
STRATEGIC FIT & RATIONALE
-------------------------
The two companies' product lines complement one another in that Parker is well
established in industrial markets, while Wynn's specializes in
engineered-compound seals for mobile applications. In terms of balance, Wynn's
strong position on the original-equipment side of the business also fits well
with Parker's strength serving the maintenance, repair and overhaul market.
<PAGE> 3
The acquisition will allow Parker to offer customers in the aerospace, marine
and mobile markets more complete assemblies, including Wynn's sealing systems
for on-board air conditioning, gas and fluid management. Wynn's customers will
have access to a far greater range of motion and control technologies offered by
Parker.
"This combination presents meaningful market share growth and cross-selling
opportunities for both of our companies," said Parker Chairman and CEO Duane
Collins. "In providing premium service to our customers, `system' is the watch
word. Together, we'll have the system strength to offer our customers better
engineering solutions and more efficient performance. All of that spells value
for our customers, employees and shareholders."
With four other acquisitions already completed this year representing more than
$700 million in first-year sales, Collins said this addition furthers the
company's strategy to accelerate growth as the total-system supplier to
industrial, mobile, commercial and aerospace markets. See Sidebar, AT PARKER,
PUTTING THE PLANET IN MOTION IS ALL IN A DAY'S WORK.
"We are very pleased to have reached this agreement with Parker," said James
Carroll, Chairman and CEO of Wynn's. "The combination of the two companies makes
great strategic sense from a customer perspective. It is a good deal for our
shareholders and should provide most of our employees with additional career
opportunities within a large and very fine organization." Mr. Carroll noted that
he has entered into an agreement to tender his shares as an indication of his
support for the transaction.
INTEGRATION PLANNING
--------------------
Parker said it expects the transaction to be modestly accretive to the company's
fiscal year 2001 earnings. Wynn's seal-business units would be managed as
"bolt-on" additions to Parker Seal Group divisions. The company said it will
need to learn more about the Wynn Oil unit, because it is outside Parker's core
business.
Collins noted that Parker has acquired 45 businesses in the last six years,
fueling new growth opportunities and profits. "We're a company of engineers.
That might not seem as exciting as other technology drivers, but we love it, and
we apply our engineering discipline to integrate new businesses. We're also true
to our promise to build the businesses we buy, and we have great people who live
by the Parker way: customer-oriented, focused and fair. These are the reasons
we've consistently been able to achieve accretion."
<PAGE> 4
The transaction is subject to normal regulatory reviews. Both companies expect
to continue their quarterly dividend policies until the close of the
transaction. Parker has increased its dividend for 43 consecutive years, while
Wynn's has paid dividends for 25 consecutive years.
Morgan Stanley Dean Witter, which advised Parker, is acting as dealer manager,
while JP Morgan acted as financial advisor to Wynn's.
Wynn's International, Inc., founded in 1939, is a worldwide leader in sealing
products and technology, serving more than 1,000 customers with quality
components and engineered compounds. Its core businesses include
Wynn's-Precision, Wynn Oil and recently acquired Goshen Rubber. Annualized
first-quarter 2000 sales, including Goshen Rubber, are $573 million.
With annual sales of $6 billion, Parker Hannifin Corporation is the world's
leading diversified manufacturer of motion and control technologies and systems,
providing precision-engineered solutions for a wide variety of commercial,
mobile, industrial and aerospace markets. The company employs more than 40,000
people in 40 countries around the world. For more information, visit the
company's web site at www.parker.com, or its investor information site at
www.phstock.com.
# # #
FORWARD-LOOKING STATEMENTS:
Forward-looking statements contained in this and other written and oral reports
are made based on known events and circumstances at the time of release, and as
such, are subject in the future to unforeseen uncertainties and risks. All
statements regarding future performance, events or developments, including
statements related to earnings accretion and synergies to be realized in the
transaction, are forward-looking statements. It is possible that the company's
future performance may differ materially from current expectations expressed in
these forward-looking statements, due to a variety of factors such as changes
in: business relationships with and purchases by or from major customers or
suppliers; competitive market conditions and resulting effects on sales and
pricing; increases in raw-material costs which cannot be recovered in product
pricing; global economic factors, including currency exchange rates and
difficulties entering new markets; failure of the transaction to be consummated;
ability to successfully integrate Wynn's business with Parker's; and factors
noted in the companies' reports filed with the U.S. Securities and Exchange
Commission (SEC).
All Wynn's stockholders should read the tender offer statement concerning the
tender offer that will be filed by Parker, and the solicitation/recommendation
statement that will be filed by Wynn's with the SEC and mailed to stockholders.
These statements will contain important information that stockholders should
consider before making any decision regarding tendering their shares.
Stockholders will be able to obtain these statements, as well as other filings
containing information about Parker and Wynn's, without charge at the SEC's
Internet site at www.sec.gov. Copies of the tender offer and the
solicitation/recommendation statements, when filed, and other SEC filings may be
obtained without charge from Parker's Corporate Secretary, or at the company's
investor information site, at www.phstock.com
<PAGE> 5
SLIDES USED IN CONNECTION WITH INVESTOR AND SHAREHOLDER PRESENTATIONS MADE BY
PARKER IN CONNECTION WITH ITS PROPOSED TENDER OFFER FOR THE OUTSTANDING SHARES
OF WYNN'S INTERNATIONAL, INC. AND THE RELATED PROPOSED MERGER WITH WYNN'S
INTERNATIONAL, INC.
<PAGE> 6
Positioning Parker
To Move the World's Industry
[Graphic depicting airplane]
PH Acquisition Update [LOGO] Parker
[LOGO] June 14, 2000
Listed
NYSE
<PAGE> 7
AGENDA
* Transaction details Duane Collins
* Acquisitions & Parker profile
* Seal market Nick Vande Steeg
* Strategic fit & synergies
* Integration process & update Don Washkewicz
* Profitable growth
* Acquisition record & outlook Duane Collins
[LOGO] Parker
2
<PAGE> 8
TRANSACTION DETAILS
* Cash tender offer: $23 per share
* Assumption of approximately $59 million debt
* Closing expected late July, 2000
[LOGO] Parker
3
<PAGE> 9
OTHER RECENT ACQUISITIONS
*Commercial Intertech $ 535M
*Gresen 128M
*Balston 53M
*Gummi Metal 12M
-------
$ 728M
*Wynn's Q1 annualized 573M
-------
$1,301M
[LOGO] Parker
4
<PAGE> 10
PARKER PROFILE
* Leader in motion & control technologies
- Annual revenues: $6 billion
* Strategically diversified
* Value-driven
* Consolidator of choice
PARKER IN MOTION
[Graphic depicting roller coaster]
[Graphic depicting [Graphic depicting [Graphic depicting
snowmobile] building] sail-boat]
[LOGO] Parker
5
<PAGE> 11
PARKER PROFILE
[Graphic depicting machinery in
background of words below]
Hydraulic
Pneumatic Electromechanical
Machine Control
- 1,000+ markets
- 100,000+ products
- 40,000+ employees
- 7,500+ distributors
- 400,000+ customers
[LOGO] Parker
6
<PAGE> 12
PARKER OPERATING GROUPS
Aerospace Fluid Connectors Hydraulics Automation
[Graphic depicting [Graphic depicting [Graphic depicting [Graphic depicting
airplane] truck] bulldozer] machine]
[Graphic depicting [Graphic depicting [Graphic depicting [Graphic depicting
Parker aerospace Parker fluid connector Parker hydraulics Parker automation
products] products] products] products]
Climate & Industrial
Controls Seals Filtration Instrumentation
[Graphic depicting [Graphic depicting [Graphic depicting [Graphic depicting
woman and child cell phone] cruise ship] ship]
near frozen food
counter in grocery
store]
[Graphic depicting [Graphic depicting [Graphic depicting [Graphic depicting
Parker climate & Parker seal products] Parker filtration Parker]
industrial control products] instrumentation
products] products]
7
<PAGE> 13
PARKER PROFILE
* Decentralized
* Entrepreneurial
* Small, flexible operations
* Efficient & focused
* People-oriented
* Close to the customer
* Friendly consolidator
- We buy to build
[Graph showing sales per average employee with
graphic of three Parker employees in background]
1995 approximately $117
1996 approximately $119
1997 approximately $125
1998 approximately $127
1999 approximately $129
(dollars in thousands)
Parker employees are our
greatest strength. In 5
years they've doubled sales
and quadrupled earnings.
[LOGO] Parker
8
<PAGE> 14
TOTAL PACKAGE IN MOTION & CONTROL
* CORE TECHNOLOGIES
* TOTAL SYSTEM SOLUTION CAPABILITY
[Graphic with overlapping boxes]
[upper left box] [upper right box]
Sealing Filtration
devices media
[middle box]
Hydraulic
Pneumatic
Electromechanical
[lower middle box]
Climate &
Industrial Controls
[LOGO] Parker
9
<PAGE> 15
STRATEGIC FIT & SYNERGIES
Nick Vande Steeg
President, Parker Seal Group
[LOGO] Parker
10
<PAGE> 16
SEAL MARKET CONSOLIDATION
* A competitive #3 market position requires critical mass: $1 billion sales
[BAR CHART]
[Vertical Axis = Numerals 100 to 1900
in Increments of 200] [Horizontal Axis =
F-NOK, Fed. Mogul, Dana, TI, Parker, Hutch.,
Flow Serv, Wynns, Norton Furon]
[F-NOK = 1,900+] [Fed. Mogul = 1,300] [Dana = 850+] [TI = 700] [Parker = 500+]
[Hutch. = 500] [Flow Serv = 450] [Wynns = 400] [Norton Furon = 300]
[LOGO] Parker
11
<PAGE> 17
SEAL MARKET CONSOLIDATION
* Parker & Wynn's move to # 3
[BAR CHART]
[Vertical Axis = Numerals 100 to 1900
in Increments of 200] [Horizontal Axis =
F-NOK, Fed. Mogul, Dana, TI, Parker, Hutch.,
Flow Serv, Wynns, Norton Foran]
[F-NOK = 1,900+] [Fed. Mogul = 1,300]
[Parker & Wynns = 900+] [Dana = 850+] [TI = 700] [Hutch. = 500] [Flow Serv =
450] [Norton Furon = 300]
[LOGO] Parker
12
<PAGE> 18
PARKER SEAL GROUP PROFILE
*Currently #5 market share: $500 million sales
*Worldwide markets
- 21 manufacturing facilities
- 200+ distributors [Graphic depicting
overlapping airplane,
*Superior growth & returns bulldozer, machinery;
cell phone tube, car
and various Parker
seal products]
- 5-year CAGR; 14.3%
- Return on sales above 15%
[LOGO] Parker
13
<PAGE> 19
WYNN'S INTERNATIONAL PROFILE
* $573 million annualized Q1 sales:
Automotive and industrial seals, specialty chemicals
* 3 businesses
- Wynn's Precision
- Goshen Rubber
- Wynn Oil (industrial lubricants) [Graphic depicting liquid and
powder chemicals]
* World-class elastomers compounding
[LOGO] Parker
14
<PAGE> 20
WYNN'S FINANCIALS (INCLUDING GOSHEN)
In thousands Q1 Annualized Multiple
------------- --------
Sales 573,272 0.87x
EBIT 54,580 9.10x
EBITDA 71,968 6.90x
[LOGO] Parker
15
<PAGE> 21
WYNN'S & GOSHEN SEALS
* Dec. 99 merger: $400 million seal business
- High-Temperature Seals
- Lathe Cuts, Molded Shapes
- Engineered Plastics
- Hydraulic Seals
- Elastomeric Formulations
- Compound Mixing
[Graphic depicting various Parker seal products]
[LOGO] Parker
16
<PAGE> 22
STRATEGIC FIT: MARKETS
Parker Wynn's
[Pie Graph indicating relative [Pie Graph indicating relative size by
size by Parker sales of each category Wynn's sales of each category of
of products from largest to smallest] products from largest to smallest]
Telecommunications & Electronics 33% Automotive & Truck 69%
Automotive & Truck 18% Industrial 16%
All Others 17% Aerospace 6%
Industrial 16% All Others 5%
Aerospace 9% Energy, Oil & Gas 4%
Energy, Oil & Gas 7%
[LOGO] Parker
17
<PAGE> 23
STRATEGIC FIT
Parker Wynn's
*Industrial strength *Mobile market strength
*MRO sales *OEM sales
*$500 million+ in sales *$400 million+ in sales
*Global presence *Mostly domestic
*6 service centers *16 service centers
[LOGO] Parker
18
<PAGE> 24
SYNERGIES & OPPORTUNITIES
* Identified cost reductions $7.9 million
* Ongoing Goshen-Wynn's synergies
* Profitability improvement
* Critical Mass: Moves Seals to $1 billion
* Market share gains
-Positions us as #3 in the market
* Greater capacity to serve growing global
demand & close-to-customer service
[LOGO] Parker
19
<PAGE> 25
LOCAL CUSTOMER SERVICE CENTERS
- Together: 16 local centers focused on premier
customer service
- Peoria, IL: Wynn's Service Center located next
door will become a Parker systems logistics center
Cat D8N
[Photo of a Caterpillar bulldozer] Approximately 800 Seals
- Hydraulic Pumps - Engines
- Final Drive - Fuel Injectors
- Transmission - Turbo Chargers
[LOGO] Parker
20
<PAGE> 26
INTEGRATION PROCESS & UPDATE
ACHIEVING PROFITABLE GROWTH
Don Washkewicz
President & Chief Operating Officer
[LOGO] Parker
21
<PAGE> 27
PARKER'S INTEGRATION PROCESS
* We move quickly: aim to get most business
processes integrated within 100 days
* 1st define new organization structure
* Merge sales & marketing organizations
* Move to Parker global enterprise systems
* Form synergy teams
* Monthly reports on progress
[LOGO] Parker
22
<PAGE> 28
COMMERCIAL & GRESEN UPDATE
* Very positive customer response
* Customers see "sole source" opportunity
* We are engineering several new "total machine systems"
[LOGO] Parker
23
<PAGE> 29
COMMERCIAL & GRESEN UPDATE
* Commercial closed 4-11-00; Gresen 2-3-00
* Together add $663 million in sales
* Perfect fit with Parker's Hydraulics Group
* $15-20 million annual savings with TEC
* TEC projected to be 10-15(cents)accretive in FY01
* Gresen projected to be 3-5(cents)accretive in FY01
* $120 million TEC tax loss carry-forwards
[LOGO] Parker
24
<PAGE> 30
COMMERCIAL - GRESEN INTEGRATION
* Organizational structure - complete
* Sales forces merged
* Finance & Marketing systems >50% complete
* Synergy teams formed and active
* Astron & Metal Forming businesses undergoing divesture
[LOGO] Parker
25
<PAGE> 31
WHATMAN/BALSTON ACQUISITION
* $53 million filtration business
* Closed on May 30th
* Plants in Massachusetts and Holland
* Compressed air filtration products
* Nitrogen and hydrogen gas separation
* Broadens our filtration product offering
- Expect moderate accretion in FY01
[LOGO] Parker
26
<PAGE> 32
THE IDEAL BUSINESS MIX
[Graphic of box] [Graphic of box] [Graphic of half circles]
Aerospace OEM/Cars Industrial
--------- -------- ----------
20% Min 10% Max [left half circle] [right half circle]
--------- -------- NA int'l
50% 50%
[LOGO] Parker
27
<PAGE> 33
THE IDEAL BUSINESS MIX
[Pie Graph]
OEM MRO
50% 50%
[LOGO] Parker
28
<PAGE> 34
THE PARKER PATH TO GROWTH
[Graphic with overlapping circles]
[Top circle]
Acquisition/JVs
[Middle circle]
Focused Objectives
------------------
*Premier customer service
*Financial Performance
*Profitable Growth
[Bottom left circle] [Bottom right circle]
Internal Global expansion
[LOGO] Parker
29
<PAGE> 35
THE PARKER PATH TO GROWTH
* Right combination of businesses
- #1, 2 or 3 market position
- Highly focused on motion & control
- Widely diversified markets
- One stop for total
system solutions
[Graphic With Overlapping Circles]
[Top left circle] [Top right circle]
Instrumentation Climate & Industrial
Controls
[Top left middle circle] [Top right middle circle]
Aerospace Automation
[Lower left middle circle] [Lower right middle circle]
Hydraulics Filtration
[Middle circle]
INCREMENTAL GROWTH
*Tech Transfer *New Products
*Systems
[Bottom left circle] [Bottom right circle]
Fluid Connectors Seals
[LOGO] Parker
30
<PAGE> 36
THE PARKER PATH TO GROWTH
* Acquisitions must fit the model
- Our 8 groups are THE TOTAL PACKAGE for
motion-control systems
* Acquisitions to add
immediate value
- Strategic fit
- Market share
- Global extension
- Enhanced system capability
- Volume & profit growth
[Graphic With Overlapping Circles]
[Top left circle] [Top right circle]
Instrumentation Climate & Industrial
Controls
[Top left middle circle] [Top right middle circle]
Aerospace Automation
[Lower left middle circle] [Lower right middle circle]
Hydraulics Filtration
[Middle circle]
INCREMENTAL GROWTH
*Tech Transfer *New Products
*Systems
[Bottom left circle] [Bottom right circle]
Fluid Connectors Seals
[LOGO] Parker
31
<PAGE> 37
ACQUISITION RECORD & OUTLOOK
Duane Collins
Chairman & Chief Executive Officer
[LOGO] Parker
32
<PAGE> 38
PARKER ACQUISITION RECORD
* We buy to build: With this transaction, 46
acquisitions in 7 years, adding $2.3 billion
1st-year sales
* We achieve returns
-Accretion within first full year
* We'll continue our to be the industry consolidator & supplier of CHOICE
[LOGO] Parker
33
<PAGE> 39
WE HAVE FINANCIAL CAPACITY
* Credit ratings remain A and A-1
* Currently > $400 million of unused credit lines
+ $530 million shelf registration
* Debt-to-total capitalization currently within
our new 34-37% target range
- With this addition, expect temporary increase to
+/-40%
- We'll be back within range during Sept. quarter
upon divestitures related to Commercial
Intertech
[LOGO] Parker
34
<PAGE> 40
WE HAVE FINANCIAL CAPACITY
* Operating cash flow about 10% of revenues
[BAR CHART]
Cash from operations
[ Vertical Axis = Numerals 0 to 600 in Increments of 100] [Horizontal Axis =
Numerals 94 - 99 and 2K in Increments of 1]
[94 = $259] [95=$240] [96=$338] [97=$392] [98=$321] [99=$459] [2K=Est. $563]
[LOGO] Parker
35
<PAGE> 41
ACCELERATED GROWTH GOALS
* 5-year sales growth: 7.5% --> 10.0%
* Ros: 6.0%
* Roa: 7.2%
* Roe: 14.0%
* Dividend Payout: 33.0% --> 25.0%
* Leverage: 30-33% --> 34-37%
<TABLE>
<CAPTION>
<C> <C>
[Bar Graph] [Bar Graph]
Five-Year Compound Return on Sales
Sales Growth --Goal: 6.0%
--Goal: 7.5% [Vertical Axis = Numerals
[Vertical Axis = Numerals 5 3 to 9 in Increments of 3]
to 15 in Increments of 5] [Horizontal Axis =
[Horizontal Axis = Numerals Numerals 95 - 99 in
95 - 99 in Increments of 1] Increments of 1]
[95=Est. 6%] [96=Est. 8%] [95=Est. 7%] [96=Est.
[97=Est. 12%] [98=Est.13%] 6.5%] [97=Est. 6.5%]
[99=Est. 14%] [98=Est.7%] [99=Est. 6.25%]
[Bar Graph] [Bar Graph]
Return on Average Equity Dividend Payout Ratio
--Goal: 14.0% --Goal: 25%
[Vertical Axis = Numerals 8 [Vertical Axis = Numerals
to 24 in Increments of 8] 10 to 30 in Increments of
[Horizontal Axis = Numerals 10] [Horizontal Axis =
95 - 99 in Numerals 95 - 99 in
Increments of 1] Increments of 1]
[95=Est. 21%] [95=Est. 22%]
[96=Est. 18%] [96=Est. 21%]
[97=Est. 18%] [97=Est. 20%]
[98=Est. 19%] [98=Est. 20%]
[99=Est. 18%] [99=Est. 22%]
</TABLE>
[LOGO] Parker
36
<PAGE> 42
OWN A PIECE OF EVERYTHING THAT MOVES
[GRAPHIC DEPICTING AIRPLANE]
PH [LOGO] Parker
[LOGO]
Listed
NYSE
37
